Exhibit
10.2.3
JOINT VENTURE AGREEMENT
This Agreement is entered into effective October 9, 2003, by and
between Nu Age
Electric Inc. (NUAGE) a Nevada Corporation, with Mr. Lee Eastman
President and
Hero Motors with Pankaj K. Munjal Managing Director.
WHEREAS, NUAGE holds and possesses certain rights to sell, market
and otherwise
distribute products resulting from technologies related to
integrated power
systems based on semi-conductor design and engineering principles,
that can be
used to develop a modular and systems approach to generate, store
and supply
energy to propel vehicles and to power products.
("Technology");
WHEREAS, HERO has expertise in manufacturing vehicles utilizing
electric motor,
controller and charger systems, propulsion systems product
development,
marketing, and advertising and has an established clients base
requiring
electric propulsion systems; and
WHEREAS, NUAGE and HERO desire to emer into a business relationship
to produce
integrated electric propulsion systems that combine NUAGE's
"Technology" with
HERO's vehicles which electric motors, controller and charger
systems and market
the vehicles to the established client base while building new
markets.
NOW THEREFORE, the parties agree as follows:
1. Establishment of a Joint Venture Company.
The parties shall form a new company that shall be called NU AGE
ELECTRIC
Propulsion Systems International, LLC ("NU AGE PROPULSION"). NU AGE
PROPULSION
will be established as a Limited Liability Company in the State of
Nevada, with
ownership shared equally between HERO and NU AGE. (the
Members).
2. That the purpose of the Joint Venture in to promote the
Integrated Electric
Propulsion Systems for two (2) and three (3) wheeled vehicles,
(cycles &
scooters), while providing a business entity responsible for
managing the
integration of the propulsion systems and conducting sales and
distribution
activities.
3. Obligations of NUAGE.
NUAGE shall provide the rights necessary to manufacture the two (2)
and three
(3) wheeled vehicles, (cycles and scooters) in India, in the form
of a License
Agreement.
NUAGE shall provide the right to distribute, sell and otherwise
market the two
(2) and three (3) wheeled vehicles, (cycles and scooters),
worldwide, in the
form of a License Agreement.
4. Obligations of HERO.
HERO shall provide manufacturing of vehicles and integration with
propulsion
systems. HERO shall pay a one-time license fee in the amount of
$3,000,000.00
USD to NUAGE upon execution of this Agreement for the right to
manufacture
vehicles with the propulsion systems.
5.
